REQUEST FOR QUOTATION (“RFQ”) No. PS11435 SUPPLY

REQUEST FOR QUOTATION (“RFQ”) No. PS11435

SUPPLY AND DELIVERY OF CEMENT AND FLY ASH

Quotations are to be addressed and delivered to the Purchasing Services Office, 3rd Floor, Suite #310, East Tower, 555 West 12th Avenue, Vancouver, British Columbia, Canada, V5Z 3X7 prior to the Closing Time: 3:00:00 pm, City Hall Clock Time (as defined in Note 2 below), Tuesday, November 22, 2011.

This quotation will not be opened publicly.

NOTES:

1. Quotations are to be submitted in sealed envelopes or packages marked with the Vendor’s Name, the RFQ Title and Number.

2. Closing Time and Vancouver Time will be conclusively deemed to be the time shown on the clock used by the City’s Purchasing Services Office for this purpose.

3. The City’s Purchasing Services office is open on Business Days 8:30 am to 4:30 pm Vancouver time and closed Saturdays, Sundays and holidays.

4. DO NOT SUBMIT BY FAX.

All queries related to this RFQ shall be submitted in writing to the attention of:

Jing Fan Buyer

FAX: 604.873.7057 E-MAIL: [email protected]

REQUEST FOR QUOTATION No. PS11435 SUPPLY AND DELIVERY OF CEMENT AND FLY ASH

INSTRUCTIONS TO VENDORS AND GENERAL TERMS AND CONDITIONS

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INSTRUCTIONS TO VENDORS AND GENERAL TERMS AND CONDITIONS Pages 1 - 10

1.0 Introduction and Submission Instructions 2.0 Inquiries 3.0 Pricing/Contract Term 4.0 Delivery Address 5.0 Unloading 60. Delivery Time 7.0 Quantities 8.0 Terms Of Payment 9.0 Placement of a Purchase Order 10.0 Disqualification 11.0 Evaluation Criteria 12.0 Freedom of Information and Protection of Privacy 13.0 No Promotion of Relationship 14.0 Environmental Responsibility 15.0 Quality of Workmanship and Materials 16.0 Technical 17.0 Documentation 18.0 Inspection 19.0 Termination 20.0 Failure to Perform 21.0 Insurance Requirements 22.0 Workers’ Compansation Board Compliance QUOTATION FORM AND SCHEDULE OF PRICES AND QUANTITIES Pages QF1 – QF6 APPENDIX 1 – REQUIREMENTS APPENDIX 2 – PURCHASE ORDER TERMS AND CONDITIONS APPENDIX 3 – CERTIFICATE OF INSURANCE (Sample)



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1.0 INTRODUCTION AND SUBMISSION INSTRUCTIONS

1.1 The City is seeking quotations for the supply and delivery of Cement and Fly Ash, as if and when required for a three (3) year period with the City’s option to renew for two (2) additional one (1) year periods to a maximum total term of five (5) years.

1.2 Vendors should carefully review Appendix 1 – Requirements for a detailed description of the City’s requirements.

1.3 Vendors should carefully review the City’s standard purchase order terms and conditions [attached as Appendix 2]. The City hereby reserves the right to amend its standard purchase order terms and conditions at any time without providing notice to the vendors. If the City issues a purchase order pursuant to this RFQ, it is the sole responsibility of the vendor to review and familiarize itself with the terms and conditions of the purchase order before supplying any goods and services.

1.4 Quotations should be submitted three (3) copies on the form provided. Failure to do so may result in the quotation being put aside and given no further consideration. Failure to complete all fields in the quotation form and schedule of prices may result in the vendor’s quotation being disqualified.

1.5 Vendors my bid on all or part of the Requirements.

2.0 INQUIRIES

2.1 It is the responsibility of the vendor to satisfy itself as to the requirements set out in this RFQ. Inquiries are to be addressed only to the contact person named on the cover page of this RFQ no later than five (5) business days prior to Closing Time. If required, an addendum will be issued to all vendors.

3.0 PRICING/CONTRACT TERM

3.1 Prices shall remain firm for the duration of the initial thirty-six (36) month period of the Contract. Prices may be adjusted at the end of the thirty-six (36) month period at the City’s sole discretion subject to documented proof of manufacturer’s raw material cost changes or any other factors that may relate to this product which can be verified with an independent published source.

3.2 Pricing for this RFQ/quotation shall be held firm for 90 Days.

3.3 Prices quoted will be (in Canadian currency and exclusive of all taxes), F.O.B. destination to the site(s) named herein, with all freight, unloading at destination, import duties, brokerage, royalties, handling, overhead, profit and all other costs included.



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3.4 The Term of any Contract awarded as a result of this RFQ shall be for a three (3) year period with the option to renew for two (2) additional one (1) year periods to a maximum total term of five (5) years. The option to extend the Contract is subject to a written extension agreement signed by the Contractor and the City.

3.5 The Contractor shall be paid net 30 days from receipt of a valid invoice and acceptance of the goods, materials, equipment and or services, whichever is the later.

3.6 Notwithstanding any other provision in the RFQ documents, the City has in its sole discretion, has the right to split the contract for Cement and Fly Ash between one or more vendors.

3.7 The Notice of Award, Proposal, RFQ, purchases order(s), and such other documents including all amendments or addenda, will form the basis for the Contract between the Contractor and the City.

4.0 DELIVERY ADDRESS

4.1 Deliveries shall be made to, Kent Yard, 900 Kent Avenue South East, Vancouver, BC, V5X 2X9. Delivery to be as, if and when required for the term of the contract.

5.0 Unloading

5.1 Contractor shall be responsible for unloading the product(s) into a split silo (fly ash and cement), in a manner acceptable to the City’s Engineer.

6.0 DELIVERY TIME

6.1 Vendors are asked to state in their submissions the delivery time from placement of a purchase order. The City requires that the Cement and Fly Ash be delivered to the delivery address stated in Section 4, above, within 24 hours after the placement of the order resulting from this RFQ. Bidders shall state the guaranteed delivery time in Quotation Form and Schedule of Prices and Quantities. The ability to offer prompt delivery may be a factor in the award of this RFQ. Deliveries must be made between 5:00 am and 5:00 pm, Monday to Friday, excluding statutory holidays, unless other arrangements have been agreed to in writing. A material safety data sheet (“MSDS”) must be provided by Contractor containing products regulated under WHMIS legislation whenever the City requires.



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7.0 QUANTITIES

7.1 The quantities shown are estimated only, based on annual anticipated requirements during the duration of the Contract. Payment will only be made on the actual quantities ordered by the City and delivered by the Contractor. Actual quantities may vary.

8.0 TERMS OF PAYMENT

8.1 The City’s standard payment terms are Net thirty (30) days after receipt and approval of invoice; however, any discounts or more favourable terms which may be offered by the vendor will be taken into consideration in the financial evaluation. The vendor must indicate in its quotation if it requires alternate payment terms.

8.2 The vendor may be asked if it will be willing to accept payment by EFT (Electronic Funds Transfer) or by credit card.

9.0 PLACEMENT OF A PURCHASE ORDER

9.1 The City may elect to place an order resulting from this RFQ with more than one vendor and is not obligated to enter into an exclusive arrangement with any vendor or purchase any minimum quantity of equipment or material.

9.2 Acceptance of a quotation and placement of a purchase order shall be valid only if made by an authorized representative of the City.

9.3 Prior to commencing of this Contract, where the head office of the successful vendor is located within the City of Vancouver and/or where the successful vendor is required to perform the services at a site located within the City of Vancouver, the successful vendor is required to have a valid City of Vancouver business license.

10.0 DISQUALIFICATION

10.1 The City may elect to disqualify any bid that fails to meet any of the requirements of this RFQ. Any deviations from the requirements or conditions specified herein must be clearly stated in the vendor’s response. The City will determine what constitutes an acceptable deviation. If no deviations are indicated in the vendor’s response, the City will be entitled to interpret that the vendor offers to perform in full compliance with the requirements and conditions stated herein.



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11.0 EVALUATION CRITERIA

11.1 Quotations will be evaluated on the basis of the overall best value to the City based on quality, service, cost and any criteria set out herein including, but not limited to:

a) ability to meet the requirements, qualifications and competencies set out herein;

b) financial offer including but not limited to prices, operating and maintenance costs warranty, and any life cycle considerations;

c) the vendor’s business and technical reputation and capabilities; experience and where applicable, the experience of its personnel; financial stability; track record; and references of current and former customers;

d) ability to meet specified delivery time lines;

e) availability of inventory and/or support from the manufacturer;

f) City’s previous experience with the Bidder and or product offered; and

g) any other criteria the City deems, at its sole and absolute discretion, necessary to evaluate the vendor’s offer.

11.2 The City may elect to not accept the lowest or any quotation, and may terminate or amend this RFQ at anytime.

11.3 If the City identifies an ambiguity in the quotation submitted by the vendor the City, in its sole and absolute discretion, may seek clarification from the vendor or put the quotation aside and give it no further consideration.

11.4 Prior to Contract award, the vendor must demonstrate financial stability. Should the City so request, the vendor is required to provide annual financial reports or a set of financial statements prepared by an accountant and covering the last two (2) fiscal years.

11.5 The City may request any additional information from the vendor that the City requires to satisfy itself that the vendor will be able to supply and deliver the goods and services set out in this RFQ including, without limitation, requiring the vendor to provide additional product specifications or to furnish evidence of adequate insurance.

11.6 The City may, prior to Contract award, negotiate changes to the scope of the Work, the materials, the Specifications or any conditions with any one or more of the vendor without having any duty or obligation to advise any other vendor



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or to allow them to vary their prices as a result of changes to the scope of Work, the materials, the Specifications, or any conditions, and the City shall have no liability to any other vendor as a result of such negotiations or modifications.

11.7 All sub-contractors of the vendor will be subject to the same evaluation process. It is the responsibility of the vendor to guarantee that all its sub-contractors will comply with all the requirements and terms and conditions set out herein.

11.8 Preference may be given to Tenders offering environmentally beneficial products or services.

12.0 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY

12.1 The City is subject to the Province of British Columbia’s Freedom of Information and Protection of Privacy Act.

13.0 NO PROMOTION OF RELATIONSHIP

13.1 The vendor must not disclose or promote its relationship with the City, including by means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials without the express prior written consent of the City (except as may be necessary for the vendor to perform the vendor’s obligations under the terms of the Contract). Furthermore, the vendor undertakes not to disclose or promote its relationship with the City in any communication or matter whatsoever as a basis to create an association, express or implied.

14.0 ENVIRONMENTAL RESPONSIBILITY

14.1 The City is committed to preserving the environment. Vendors shall provide environmentally sensitive products such as lime stone cement and a blended product of cement and fly ash or services wherever possible. Where there is a requirement that the Contractor supplies materials, and where such materials may cause adverse effects, the vendor shall indicate the nature of the hazard in its submission.

14.2 The Vendor agrees to advise the City of any known alternatives or substitutes for such materials that would mitigate the effects of any adverse conditions on the environment.



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15.0 QUALITY OF WORKMANSHIP AND MATERIALS

15.1 The Contractor shall perform the Work with the degree of care, skill and diligence normally applied in the performance of services of a similar nature and in accordance with sound current professional practices and conforming to the requirements set out in the RFQ.

15.2 Materials, goods and equipment shall be new, free and clear of all liens, charges and encumbrances, be the products of suppliers or manufacturers of established reputation engaged in the supply or manufacture of such materials or equipment.

15.3 Materials are to be applied in accordance with the manufacturer’s directions and shall use the techniques and applications best suited for the type of material being used.

16.0 TECHNICAL

16.1 The Contractor agrees to provide contact names and phone numbers for the manufacturer’s Engineering and Quality Control staff to assist City staff in addressing quality control, inspection, technical or operational issues, if they arise.

17.0 DOCUMENTATION

17.1 “Source Qualification Report” (mill certificate) shall be provided for each shipment of cement and fly ash.

18.0 INSPECTION

18.1 All goods, materials, equipment and/or services are subject to inspection and approval upon delivery. The City has the right to refuse acceptance of such goods, materials, equipment and/or services that are not in accordance with the specifications, requirements or the Contractor’s warranty (expressed or implied).

18.2 Acceptance or rejection of the goods, materials, equipment and/or services shall be made as promptly as practical, but failure to inspect and accept or reject the goods, materials, equipment and/or services shall not relieve the Contractor from responsibility for such goods, materials, equipment and/or services that are not in accordance with the Contract.

18.3 The City shall be the final judge of all goods, materials, equipment and/or services in respect of both quality and quantity and its decisions of all questions in dispute with regard thereto will be final. Materials, goods or equipment not accepted will be returned to the Contractor at the Contractor’s expense.



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18.4 The City will not be deemed to have accepted the goods, materials, equipment and/or services by virtue of a partial or full payment for them.

19.0 TERMINATION

19.1 The City will advise the Contractor by written notice of its intent to terminate the whole or any part of the Contract in any one of the following circumstances:

A) if the Contractor fails to make delivery of the goods, materials, equipment and/or services within the time specified, or fails to perform any other provisions, terms or conditions of the Contract within the time specified, or within a reasonable time if no time is specified;

B) in the event that the Contractor performs any act or does anything by which the City shall incur any liability whatsoever;

C) any failure of the Contractor to meet the safety requirements of the Contract;

D) in the event that any creditor of the Contractor causes a writ of execution or similar writ or court order to be served upon the City requiring the City to pay any portion due to the Contractor under the Contract; or

E) in the event that the Contractor is adjudged bankrupt or if it makes a general assignment for the benefit of creditors or if it becomes insolvent or if it should take the benefit of any Act that may be in force for bankrupt or insolvent debtors.

19.2 Upon termination of the Contract, the City shall have no obligation to the Contractor except for such goods, materials, equipment and/or services as have been supplied up to the date of the termination of the Contract(s).

19.3 Upon termination of the Contract(s) in whole or in part, the City may procure similar goods, materials, equipment and/or services and the Contractor shall be liable to the City for any excess costs for such similar goods, materials, equipment and/or services. The Contractor shall not be liable for any excess costs if failure to perform arises by reason of strikes, lockouts, Acts of God or acts of the City. The City will not be liable where Delivery Sites are not available due to strikes, lockouts or Acts of God.

20.0 FAILURE TO PERFORM

20.1 Should the Contractor neglect to execute the requirements properly or fail to perform any provision of the Contract, the City may, without prejudice to any other right or remedy it may have, make good such deficiencies and may deduct the cost thereof from the payment due to the Contractor.



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21.0 INSURANCE REQUIREMENTS

21.1 Without limiting any of its obligations or liabilities under the Contract, the Contractor and its sub-contractors shall obtain and continuously carry during the term of the Contract at their own expense and cost, the following insurance coverages with minimum limits of not less than those shown in the respective items set out below.

21.2 All insurance policies shall be in a form and in amounts satisfactory from time-to-time and with insurers acceptable to the City’s Director of Risk Management and shall provide the City with sixty (60) days prior written notice of material change, lapse or cancellation. Notice must identify the Contract title, number, policyholder, and scope of work.

21.3 The Contractor and each of its sub-contractors shall provide at their own cost any additional insurance which they are required by law to provide or which they consider necessary.

21.4 Neither the providing of insurance by the Contractor in accordance with the requirements hereof, nor the insolvency, bankruptcy or the failure of any insurance company to pay any claim accruing shall be held to relieve the Contractor from any other provisions of the Contract Documents with respect to liability of the Contractor or otherwise.

21.5 The insurance coverage shall be primary insurance as respects the City. Any insurance or self-insurance maintained by or on behalf of the City, its officers, officials, employees, servants or agents shall be excess of this insurance and shall not contribute with it.

21.6 Prior to commencing of this Contract, the Contractor shall provide the City with evidence of all required insurance in the form of the attached Certificate of Insurance. The Certificate of Insurance shall identify the Contract title, number, policyholder and scope of work and shall not contain any disclaimer whatsoever. At all times thereafter, during the term of this Contract, the Contractor shall covenant and agree to comply with all its insurance obligations described herein. Certified copies of all insurance policies shall be made available to the City’s Director of Risk Management at any time during the term of the Contract upon request.

21.7 The Contractor shall provide in its agreements with its sub-contractors clauses in the same form as those found herein. Upon request, the Contractor shall deposit with the City’s Director of Risk Management detailed certificates of insurance for the policies it has obtained from its sub-contractors and a copy of the insurance clauses so provided in the said agreements.

21.8 The Contractor shall obtain and maintain in full force and effect during the term of the Contract, insurance not less than that set out below and provide proof of such insurance provided by a company duly registered and authorized to conduct insurance business in the Province of British Columbia.



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a) Commercial General Liability insurance in sufficient amounts and description to protect the Contractor, its sub-contractors, the City and its respective officers, officials, employees, servants and agents against claims for damages, personal injury including death, bodily injury and property damage which may arise under this Contract.

The limit of commercial general liability insurance shall be not less than five million dollars ($5,000,000)] per occurrence inclusive for personal injury, death, bodily injury or property damage and in the aggregate with respect to products and complete operations. The deductible per occurrence shall not exceed five thousand dollars ($5,000) per occurrence.

The policy of insurance shall:

(i) be on an occurrence form;

(ii) add the City and its officials, officers, employees and agents as additional insureds;

(iii) contain a cross-liability or severability of interest clause;

(iv) extend to cover non-owned automobile, contingent employer’s liability, blanket contractual liability, contractor’s protective liability, broad form property damage, broad form completed operations and operations of attached machinery.

b) The Contractor shall ensure that vehicles owned and/or operated by the Contractor in connection with the Contract maintain Third Party Legal Liability Insurance in an amount not less than five million dollars ($5,000,000) per occurrence.

22.0 WORKERS’ COMPENSATION BOARD COMPLIANCE

22.1 Prior to commencing of this Contract, the Contractor must provide evidence that it is in good standing with the WorkSafeBC. The Contractor is responsible for having the site secured in accordance with WCB safety regulations and ensure that no danger shall befall the public at any time during the performance of the Services.


QUOTATION FORM AND SCHEDULE PRICES AND QUANTITIES

Page QF1

Please mail, courier or deliver your submission in person to:

Mail to: City of Vancouver Purchasing Services 453 West 12th Avenue Vancouver, BC V5Y 1V4 Courier/deliver in person to: City of Vancouver Purchasing Services #310 – East Tower 555 West 12th Avenue Vancouver, BC V5Z 3X7 If delivering by mail, courier or in person, please reference the RFQ number and title on the envelope and ensure that it will be received before the Closing Time. ATTENTION: Jing Fan FROM: _____________________________________ (Company Name) _____________________________________ (Contact Name) SUBJECT: REQUEST FOR QUOTATION No. PS11435 SUPPLY AND DELIVERY OF CEMENT AND FLY ASH

The undersigned vendor, having carefully read and examined the RFQ and having full knowledge of the requirements described herein, does offer to provide the goods and/or services in accordance with the specifications and terms and set out in the RFQ (except as noted below) and the pricing shown below.



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1.0 SCHEDULE OF PRICES AND QUANTITIES

Item Estimated Annual Quantities

Description Unit Price Total Price

1. 1,200 tonnes

Bulk Cement, Type General Use, CSA A3000 State product offered:

$_______/t $__________

Delivery $_______/t $__________

Total $ $

Item Estimated Annual Quantities

Description Unit Price Total Price

2. 300 tonnes

Bulk Fly Ash, Type C or Type F, CSA A3000 State product offered:

$_______/t $__________

Delivery $_______/t $__________

Total $ $



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2.0 DELIVERY

2.1 State delivery to destination after receipt of an order release: _________ business day(s).

2.2 For delivery purposes, state minimum and maximum volumes required per order:

Fly Ash:

Minimum: ________________________________

Maximum: ________________________________

Cement:

Minimum: ________________________________

Maximum: ________________________________

3.0 CONTACT INFORMATION

3.1 State contact information for the Manufacturers Engineering and Quality Control personnel.

______________________________________________________________________

______________________________________________________________________

4.0 MANUFACTURER LACATION

5.1 State location of plant where product (s) are manufactured:

Cement: ___________________________________________________

Fly Ash: ____________________________________________________

5.0 TERMS OF PAYMENT (if other than Net 30)

5.1 Are there any discount terms available for payment by EFT (Electronic Funds Transfer) or by purchasing card (MasterCard) within ten (10) days?



Page QF4

Yes ____________ No ____________

If yes, state terms: ___________________________________________________________________________ ___________________________________________________________________________

6.0 ALTERNATE OR SUGGESTED ADDITIONAL COMPONENTS

Are there alternate or suggested additional components suggested by the vendor? If yes, list the components and their price: 7.0 SUB-CONTRACTORS

7.1 Sub-contractors to be used in the performance of the Contract are listed below. (If no sub-contractors will be used, indicate “Not Applicable”).

Company Name, Address Contact Name Telephone No. Area of Responsibility

8.0 REFERENCES

The following is a list of references for similar goods, materials, equipment and/or services supplied by the Vendor to other clients. The Vendor agrees that the City may contact these references at its discretion. In addition, the City may also contact any other organization for the purposes of evaluating the Vendor’s company and Tender.



Page QF5

Name and Address of Company

Contact Name and Telephone Number

Brief Description of Work and Date Performed

9.0 TERMS AND CONDITIONS

By initialling below, the vendor acknowledges it has read and understands the terms, conditions and requirements set out herein and has identified any deviations or alternatives thereto; and if applicable, has provided an explanation of why it will not or cannot comply with any of the terms and conditions set out herein.

Will Comply: Cannot Comply (explain):

Pursuant to and in compliance with this Request for Quotation and any addenda, the undersigned, being familiar with the documents, the site, conditions on site, contract service areas, the character of the equipment and materials needed to carry out and provide the equipment, goods, or services, and all relevant laws, rules, notices, directives, standards, orders and regulations, licensing and permit requirements, labour market, parking and other circumstances which may affect its quotation, hereby offers to supply the equipment, goods or services in accordance with the terms and conditions for the prices as set out herein.



Page QF6

Company Name:

Signature of Authorized Signing Officer: Date:

Name of Authorized Signing Officer:

Title of Authorized Signing Officer:

Mailing Address:

Cheque Payable/Remit to Address:

Telephone No.: Fax No.:

Key Contact Person: E-mail:

GST Registration No.: Incorporation Date: City of Vancouver Business License Number: ________________________________________ (If your office is located in Vancouver or N/A if not applicable)

WorkSafeBC Account Number: _____________________________________________________

Provide the WorkSafeBC registration number and a letter from WorkSafeBC confirming that the Tenderer is registered in good standing with WorkSafeBC and that all assessments have been paid to the date thereof prior to the City having any obligation to pay monies for the services provided.

Dunn and Bradstreet Number: _____________________________________________________ ( or N/A if not applicable)


APPENDIX 1 - REQUIREMENTS

Appendix – Page 1

1.0 Scope of Contract

1.1 The City of Vancouver has built a precast and small batch ready mix concrete facility at 900 Kent Avenue S.E. (Kent Yard).

1.2 The precast plant supplies various concrete precast products for the City’s internal use. Key components of ready mix concrete are cement and fly ash. The facility will have a split silo to store both products, thereby requiring bulk deliveries to the plant. The split silo has a capacity of 65 tonnes on each side for a total capacity of 130 tonnes. Both cement and fly ash will be loaded by the Contractor into the appropriate silo for storage.

1.3 Vendors may bid on all or part of the requirements.

2.0 Requirements

2.1 Detailed specifications are set out in Quotation Form and Schedule Prices and Quantities, 1.0 – Schedule of Prices and Quantities, Item 1 and 2. Vendors shall clearly indicate any deviations from the specifications set out herein.


APPENDIX 2 – PURCHASE ORDER TERMS AND CONDITIONS

Appendix – Page 2

REQUIRED DOCUMENTION: Failure to meet these requirements may result in the goods and/or invoices being returned at the Vendor’s cost.

a. The purchase order number must be shown on all related invoices, shipping papers, transportation bills, packages, packing lists and correspondence.

b. A separate invoice must be rendered for each shipment or delivery and mailed or delivered with the goods to the Department/Division/Branch shown on the front of the purchase order. All invoices must bear a unique reference (invoice) number.

c. A packing list must be included with each shipment applied against this purchase order.

d. Where applicable, serial numbers are to be shown on the invoice including serial numbers of trade-in equipment.

e. The Vendor shall provide appropriate labels and material safety data sheets for WHMIS regulated products. No product containing asbestos shall be supplied at any time without written authorization.

OFFER AND ACCEPTANCE:

The Vendor, by the execution of this purchase order or by the commencement of performance enters into a binding agreement of purchase and sale with the City of Vancouver (the “City”) for the supply of the goods and services as listed on the face of this purchase order subject to these terms and conditions.

The City’s placement of this purchase order with the Vendor is expressly conditioned upon the Vendor’s acceptance of all the terms and conditions contained on, attached to, or expressly incorporated by reference in this purchase order.

Any terms and conditions proposed by the Vendor that are inconsistent with or in addition to the terms and conditions of this purchase order are void and of no effect, whether provided in an invoice, confirmation of purchase or other instrument.

PAYMENT:

Payment by the City shall be made after final acceptance by the City of the goods and services, notwithstanding any previous passing of title to the goods.

PRICES/TERMS OF SHIPMENT:

Unless otherwise noted on the face of the purchase order:

a. prices and shipping terms are DDP (Incoterms 2000); and

b. prices include all packing, handling, cartage, taxes, duties and are otherwise all-inclusive.

DELIVERY:

Time is of the essence. The Vendor must advise immediately of any shortage or delay of any kind. If delivery of goods and services is not completed by the delivery date, the City reserves the right to terminate this purchase order in whole or in part and to purchase substitute goods and services elsewhere and charge the Vendor with any incidental or consequential damages that might be incurred.

WARRANTY:

Without limitation to any additional warranties provided by the Vendor, whether indicated on the face of the purchase order or otherwise provided, the Vendor warrants that: (a) all goods shall be of merchantable quality and free from defects in workmanship and materials; (b) all goods shall strictly conform to applicable samples, specifications and drawings; (c) all goods and services shall be fit for the purpose intended by the City; (d) all goods shall be free and clear of all liens, charges and encumbrances; (e) the goods and services shall comply with the standards set forth by applicable federal, provincial, municipal and industry regulatory agencies; (f) the shipping and handling of any hazardous material will be made in accordance with all applicable laws and regulations; and (g) the goods and services shall comply with all applicable environmental protection laws and regulations.

Unless a longer warranty period is specified on the face of the purchase order or is otherwise provided, the foregoing warranty shall be valid for one year from the date of acceptance of the goods and services by the City. If at any time prior to the expiration of any applicable warranty period, any weakness, deficiency, failure, breakdown or deterioration in workmanship or material should appear or be discovered in the goods and services furnished by the Vendor, or if the goods and services do not conform to the terms and conditions of this purchase order, the City may at its option (a) require the Vendor to promptly replace, redesign or correct the defective and non-conforming goods and services at no expense to the City, or (b) the City may replace or correct the defective goods and services and charge the Vendor with all expenses incurred by the City. The Vendor agrees to indemnify and save harmless the City, its members, officers, employees, assigns, agents, clients and the public from any liability, loss, cost and expense arising either directly or indirectly, from breach of any warranty given by the Vendor hereunder.

INSPECTION:

All goods and services are subject to inspection and approval by the City upon delivery. The City reserves the right to refuse acceptance of goods and services which are not in accordance with City’s specifications or not in compliance with the Vendor’s warranty (expressed or implied). Goods not accepted will be returned to the Vendor at the Vendor’s expense. The City will not be deemed to have accepted goods and services by virtue of a partial or full payment for them and in no event unless and until the City gives the Vendor written confirmation of acceptance following the City’s receipt, inspection and approval of the goods and services.

PASSAGE OF TITLE/RISK:

Despite any other term of this purchase order, risk of loss or damage to the goods and services will remain with the Vendor until the receipt, inspection and written approval of the goods and services by the City.

INSURANCE:

The Vendor shall purchase and maintain insurance appropriate for a prudent supplier of the goods and services. The Vendor shall provide proof of such insurance, if so requested by the City.

INDEMNITY:

The Vendor agrees to indemnify and save harmless the City, its members, officers, employees, assigns, agents and clients from any liability, loss, cost and expense arising directly or indirectly from claims, proceedings and investigations (“Losses”) advanced by or on behalf of third parties to the extent such Losses are caused or contributed to by any breach of this agreement by the Vendor or negligence or willful misconduct by the Vendor or other party for whom the Vendor is responsible.

WAIVER AND LIMITATIONS OF LIABILITY:

The Vendor hereby waives and disclaims any right of action or claim against the City (other than for payment of the purchase price set forth on the face of this purchase order) for any liability, loss, cost and expense arising directly or indirectly from its supply of the goods and services listed on the face of this purchase order.

If, regardless of the foregoing, the City becomes liable on any basis to the Vendor its liability shall not in the aggregate exceed the purchase price set forth on the face of this purchase order.

WORKSAFEBC:

The Vendor shall maintain registration with WorkSafeBC and adhere to all WorkSafeBC practices relevant to the goods and/or services to be delivered by the Vendor under the terms of this purchase order.

CITY SUPPLIED PROPERTY:

Title to any items which have been supplied to the Vendor by the City, or paid for by the City, in advance of delivery by the Vendor of the goods and services ordered on the face of the purchase order, shall at all time be vested in the City. The risk of loss for such items shall remain with the Vendor until delivery to the City of such items, in the same conditions as originally received by the Vendor. The Vendor hereby agrees to be responsible for any and all loss or damage to the City’s property while such property is in its possession or control.

Technical information, specifications, drawings, designs, building and floor plans and other documentation relating to the business or activities of the City disclosed by the City to the Vendor pursuant to this purchase order shall be held in strict confidence by the Vendor and shall remain the exclusive property of the City and may not be copied or reproduced without the express written consent of the City.

INTELLECTUAL PROPERTY:

The Vendor shall defend, indemnify and hold harmless the City, its members, officers, employees, agents, clients, and the public from any expense, cost, loss, claim, damage, judgment or liability for infringement or alleged infringement of third party intellectual property rights including any patent, copyright, industrial design, trademark or trade secret with respect to the goods and services and their process of manufacture. The Vendor shall at its own expense defend or assist in the defence of, at the City’s option, any action in which such infringement is alleged.

COMPLIANCE WITH LAWS:

In accepting this purchase order, the Vendor represents that it has complied and will continue during the performance of this purchase order to comply with the provisions of all applicable third party contracts, and all applicable laws. The laws of British Columbia govern this agreement, the courts of British Columbia have exclusive jurisdiction over any disputes under it, and all provisions of the International Sale of Goods Act (BC) are specially excluded.

NO PROMOTION OF RELATIONSHIP:

The Vendor must not disclose or promote its relationship with the City, including by means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials without the express prior written consent of the City.

ASSIGNMENT:

This purchase order shall not be assigned or subcontracted by the Vendor without the prior written consent of the City.

CHANGES/MODIFICATIONS/TERMINATION:

The City reserves the right at any time, to cancel or terminate this purchase order in whole or in part by written or verbal notice confirmed in writing or to make changes in any one or more of the following: quantity, specifications, methods of shipment or packing, and place or timing of delivery. If any such change causes a change in the cost of or the time required for performance of this purchase order, an equitable adjustment shall be made in the price or delivery schedule, or both. No agreement or understanding to modify this purchase order shall be binding on the City unless in writing and signed by the City’s authorized agent.

APPENDIX 3 – CERTIFICATE OF INSURANCE

Appendix – Page 3

Appendix A GENERAL CERTIFICATE OF INSURANCE

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1. THIS CERTIFICATE IS ISSUED TO: City of Vancouver, 453 W 12th Avenue, Vancouver, BC, V5Y 1V4 and certifies that the insurance policies as listed herein have been issued to the Named Insured(s) and are in full force and effect as of the effective date of the agreement described below.

2. NAMED INSURED: [must be the same name as the Permittee/Licensee or Party(ies) to Contract and is/are either an individual(s) or a legally incorporated company(ies)]

MAILING ADDRESS:

LOCATION ADDRESS:

DESCRIPTION OF OPERATION, CONTRACT, AGREEMENT, LEASE, PERMIT OR LICENSE:

3. PROPERTY INSURANCE naming the City of Vancouver as a Named Insured and/or Loss Payee with respect to its interests and shall contain a waiver clause in favour of the City of Vancouver. (All Risks Coverage including Earthquake and Flood) INSURED VALUES: (Replacement Cost)

INSURER: Building and Tenants’ Improvements: $

TYPE OF COVERAGE: Contents and Equipment: $

POLICY NUMBER: Deductible Per Loss: $

POLICY PERIOD: From to

4. COMMERCIAL GENERAL LIABILITY INSURANCE (Occurrence Form) Including the following extensions: LIMITS OF LIABILITY: (Bodily Injury and Property Damage Inclusive) √ Personal Injury √ Products and Completed Operations Per Occurrence: $ √ Cross Liability or Severability of Interest √ Employees as Additional Insureds Aggregate: $ √ Blanket Contractual Liability √ Non-Owned Auto Liability All Risk Tenants’ Legal Liability: $

INSURER:

POLICY NUMBER: Deductible Per Occurrence: $

POLICY PERIOD: From to

5. AUTOMOBILE LIABILITY INSURANCE for operation of owned and/or leased vehicles

INSURER: LIMITS OF LIABILITY:

POLICY NUMBER: Combined Single Limit: $

POLICY PERIOD: From to If vehicles are insured by ICBC, complete and provide Form APV-47.

6. UMBRELLA OR EXCESS LIABILITY INSURANCE LIMITS OF LIABILITY: (Bodily Injury and Property Damage Inclusive)

INSURER: Per Occurrence: $

POLICY NUMBER: Aggregate: $

POLICY PERIOD: From to Self-Insured Retention: $

7. OTHER INSURANCE (e.g. Boiler & Machinery, Business Interruption, Crime, etc.) – Please specify Name of Insurer(s), Policy Number, Policy Period, and Limit

8. POLICY PROVISIONS: Where required by the governing contract, agreement, lease, permit or license, it is understood and agreed that: a) The City of Vancouver, its officials, officers, employees, servants and agents have been added as Additional Insureds with respect to

liability arising out of the operation of the Named Insured pursuant to the governing contract, agreement, lease, permit or license; b) SIXTY (60) days written notice of cancellation or material change resulting in reduction of coverage with respect to any of the policies

listed herein, either in part or in whole, will be given by the Insurer(s) to the Holder of this Certificate; the exception is cancellation for non-payment of premiums in which case the applicable statutory conditions will apply;

c) The insurance policy (policies) listed herein shall be primary with respect to all claims arising out of the operation of the Named Insured.

APPENDIX 3 – CERTIFICATE OF INSURANCE

Appendix – Page 4

Any insurance or self-insurance maintained by the City of Vancouver shall be in excess of this insurance and shall not contribute to it.

SIGNED BY THE INSURER OR ITS AUTHORIZED REPRESENTATIVE Dated: PRINT NAME OF INSURER OR ITS AUTHORIZED REPRESENTATIVE, ADDRESS AND PHONE NUMBER